Form 8 (OPD) - DS Smith Plc

Smith (DS) PLC

22 February 2024

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	DS SMITH PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	DS SMITH PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	21 FEBRUARY 2024
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	YES If yes, specify which MONDI PLC

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	NONE
Details, including nature of the rights concerned and relevant percentages:	NONE

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

DS Smith Plc ordinary shares held by directors of DS Smith Plc Name of director Number of DS Smith Plc ordinary shares held Percentage of total issued share capital (excluding treasury shares) (%)* Miles Roberts 2,314,282 0.16 Richard Pike 461,586 0.03 Geoff Drabble 77,445 0.00 Celia Baxter 15,113 0.00 Alan Johnson 12,596 0.00 Alina Kessel 19,000 0.00 Eric Olsen 26,000 0.00 David Robbie 30,000 0.00 Louise Smalley 18,600 0.00 * Percentages have been given to two decimal places. DS Smith Plc ordinary shares held by subsidiaries of DS Smith Plc Name of subsidiary Number of DS Smith Plc ordinary shares held Percentage of total issued share capital (excluding treasury shares) (%)*** Treforest Mill Plc** 38,626 0.00 ** Treforest Mill Plc (previously known as Western Board Mills Plc) is wholly owned by DS Smith Holdings Limited. The shares are held in trust as a result of a dissentient register arising from the share-for-share acquisition of Western Board Mills Plc by DS Smith Plc in 1985. The shares remain unclaimed. *** Percentages have been given to two decimal places. Interests held as options or awards by directors of DS Smith Plc in DS Smith Plc ordinary shares Miles Roberts Name Grant Date Number of DS Smith Plc ordinary shares in respect of which options granted Exercise price Vesting Date Expiry Date DS Smith 2020 Sharesave Plan 5 February 2021 2,769 £3.25 1 April 2024 30 September 2024 Performance Share Plan 8 July 2021 411,635 Nil cost option 8 July 2024 8 July 2031 Performance Share Plan 27 June 2022 638,153 Nil cost option 27 June 2025 27 June 2032 Performance Share Plan 10 July 2023 687,671 Nil cost option 10 July 2026 10 July 2033 Deferred Share Bonus Plan 8 July 2021 177,529 Nil cost option 8 July 2024 8 July 2031 Deferred Share Bonus Plan 27 June 2022 281,881 Nil cost option 27 June 2025 27 June 2032 Deferred Share Bonus Plan 10 July 2023 302,689 Nil cost option 10 July 2026 10 July 2033 Richard Pike Name Grant Date Number of DS Smith Plc ordinary shares in respect of which options granted Exercise price Vesting Date Expiry Date Performance Share Plan 10 July 2023 397,111 Nil cost option 10 July 2026 10 July 2033 Name Grant Date Number of DS Smith Plc ordinary shares in respect of which awards granted Normal vesting date Conditional award**** 27 April 2023 85,675 14 June 2024 Conditional award**** 27 April 2023 194,191 27 June 2025 ****These awards were granted to Richard Pike in connection with his recruitment and under Listing Rule 9.4.2, as it was not practicable under DS Smith Plc's existing share plans to grant these in addition to an executive director's 'business as usual' awards (and it was commercially necessary to do so in the context of his recruitment). Interests of connected advisers Goldman Sachs & Co. LLC Class of relevant security: 10p ordinary Interests Short positions Number %***** Number % (1) Relevant securities owned and/or controlled: Nil Nil Nil Nil (2) Cash-settled derivatives: 113 0.00 Nil Nil (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil Nil Nil Nil      TOTAL: 113 0.00 Nil Nil Citibank N.A. Class of relevant security: 10p ordinary Interests Short positions Number %***** Number % (1) Relevant securities owned and/or controlled: 37,216 0.00 Nil Nil (2) Cash-settled derivatives: Nil Nil Nil Nil (3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil Nil Nil Nil      TOTAL: 37,216 0.00 Nil Nil ***** Percentages have been given to two decimal places.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

NONE

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

NONE

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	YES

Date of disclosure:	22 February 2024
Contact name:	Iain Simm, Group General Counsel and Company Secretary
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (SBL)

DETAILS OF SECURITIES BORROWING AND LENDING AND

FINANCIAL COLLATERAL ARRANGEMENTS BY

PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

Note 5(l) on Rule 8 of the Takeover Code (the "Code")

1.         KEY INFORMATION

Full name of person making disclosure:	DS SMITH PLC ON BEHALF OF GOLDMAN SACHS BANK EUROPE SE AS A CONCERT PARTY
Name of offeror/offeree in relation to whose relevant securities this form relates:	DS SMITH PLC

2.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS

Class of relevant security:	10p ordinary
	Number	%
Securities borrowed:	11,456	0.00
Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement):	Nil	Nil

Details of borrowed relevant securities which have been either on-lent or sold do not need to be disclosed.

3.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL TRANSACTIONS

Class of relevant security	Nature of transaction e.g. securities lending/borrowing, delivery/receipt of recalled securities, entering into financial collateral arrangement with right of use, entering into title transfer collateral arrangement etc.	Number of securities
N/A	N/A	N/A

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END